Polyus Gold International Completed Acquisition of Polyus Gold Shares
OREANDA-NEWS. December 19, 2011. Polyus Gold International Limited (“PGIL” or the “Company”) announces that the Company completed the acquisition of ordinary registered shares of OJSC Polyus Gold with a nominal value 1.00 Russian ruble per share (the “Shares”) tendered into the Russian law governed mandatory tender offer to purchase the Shares for cash at a purchase price of 1,900.27 Russian rubles per Share, made by the Company on 30 August 2011 (the “Mandatory Offer”), reported the press-centre of PGIL.
The Mandatory Offer was made in accordance with Article 84.2 of the Russian Law on Joint Stock Companies, under the terms and conditions set forth in the mandatory tender offer document received by OJSC Polyus Gold on 30 August 2011 and made publicly available at www.polyusgold.com (the “MTO Document”).
In the Mandatory Offer the Company acquired 7,262,435 Shares, constituting approximately 3.81% of the issued and outstanding Shares of OJSC Polyus Gold. After completion of the Mandatory Offer, PGIL became the holder of 177,189,037 Shares, representing approximately 92.95% of the issued and outstanding Shares of OJSC Polyus Gold.
PGIL notes the announcement by OJSC Polyus Gold of its intention to apply to the United Kingdom Listing Authority and the London Stock Exchange to cancel the listing and admission to trading of the Level I American Depositary Shares of OJSC Polyus Gold (“ADSs”). OJSC Polyus Gold will request that such cancellation takes effect from the start of trading on 20 January 2012. The ADSs have been issued under a Deposit Agreement between OJSC Polyus Gold and The Bank of New York Mellon (“BNYM”), as depositary, dated as of 17 May, 2006.
Following the combination with the Company, which completed in July 2011, OJSC Polyus Gold became a subsidiary of PGIL. As result of the completion of the Mandatory Offer, PGIL increased its total stake in OJSC Polyus Gold to 92.95%, which together with ADSs held by Jenington International Inc., an indirect subsidiary of PGIL, constitutes approximately 95.31% of the issued share capital of OJSC Polyus Gold. PGIL Level I global depositary shares (“PGIL GDSs”) are listed on the Official List of the United Kingdom Listing Authority and admitted to trading on the London Stock Exchange under the ticker symbol “PLGL”.
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